Sienna Resources Inc. — Remuneration Information 2025

Apr 11, 2025

FORM 51-102F6V

STATEMENT OF EXECUTIVE COMPENSATION – VENTURE ISSUERS

General

For the purpose of this Statement of Executive Compensation:

“Company” means Sienna Resources Inc.;

“compensation securities” includes stock options, convertible securities, exchangeable securities and similar instruments including stock appreciation rights, deferred share units and restricted share units granted or issued by the Company or one of its subsidiaries (if any) for services provided or to be provided, directly or indirectly to the Company or any of its subsidiaries (if any);

“NEO” or “named executive officer” means:

(a) an individual who acted as chief executive officer (“CEO”) of the Company, or acted in a similar capacity, for any part of the most recently completed financial year,

(b) an individual who acted as chief financial officer (“CFO”) of the Company, or acted in a similar capacity, for any part of the most recently completed financial year,

(c) each of the three most highly compensated executive officers of the Company, including any of its subsidiaries, or the three most highly compensated individuals acting in a similar capacity, other than individuals identified in paragraphs (a) and (b) at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000 for that financial year, and

(d) each individual who would be an NEO under paragraph (c) but for the fact that the individual was neither an executive officer of the Company or its subsidiaries (if any), nor acting in a similar capacity, at the end of that financial year;

“plan” includes any plan, contract, authorization or arrangement, whether or not set out in any formal document, where cash, compensation securities or any other property may be received, whether for one or more persons; and

“underlying securities” means any securities issuable on conversion, exchange or exercise of compensation securities.

Director and Named Executive Officer Compensation, excluding Compensation Securities

The following table sets forth all direct and indirect compensation paid, payable, awarded, granted, given or otherwise provided, directly or indirectly, by the Company or any subsidiary thereof to each NEO and each director of the Company, in any capacity, including, for greater certainty, all plan and non-plan compensation, direct and indirect pay, remuneration, economic or financial award, reward, benefit, gift or perquisite paid, payable, awarded, granted, given or otherwise provided to the NEO or director for services provided and for services to be provided, directly or indirectly, to the Company or any subsidiary thereof for each of the two most recently completed financial years, other than stock options and other compensation securities:

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Name and Position	Year Ended December 31st	Salary, Consulting Fee, Retainer or Commission ($)	Bonus ($)	Committee or Meeting Fees ($)	Value of Perquisites ($)	Value of All Other Compensation ($)	Total Compensation ($)
Jason Gigliotti(1)President, CEO and Director	2024
2023	150,000(2)
135,000(3)	10,000(2)
10,000(3)	Nil
Nil	Nil
Nil	Nil
Nil	160,000
145,000
Cindy Cai(4)CFO	2024
2023	51,000(5)
46,000(6)	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	51,000
46,000
Negar Adam(7)Director	2024
2023	3,750(8)
2,500(9)	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	3,750
2,500
Dennis Aalderink(10)Director	2024
2023	61,150(11)
56,500(12)	7,500(11)
7,500(12)	Nil
Nil	Nil
Nil	Nil
Nil	68,650
64,000
Johannes Holzapfel(13)Former Director of Sienna Sweden	2024
2023	Nil(14)
Nil(14)	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil
Sten Michael Nordfors(15)Director of Sienna Sweden	2024
2023	Nil(16)
Nil(16)	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil
Scott Jobin-Bevans(17)Director	2024
2023	2,500(18)
2,500(18)	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	2,500
2,500

(1) Jason Gigliotti was appointed as President, CEO and a director on February 27, 2001.
(2) $25,000 was paid to CSM Consulting Inc. and 120,000 was paid to MGK Consulting Inc., two companies controlled by Mr. Gigliotti; and a $10,000 bonus was paid to Mr. Gigliotti, as compensation for services provided to the Company by Mr. Gigliotti. $5,000 was paid to Mr. Gigliotti as a directors' fee.
(3) $30,000 was paid to CSM Consulting, $90,000 was paid to MGK Consulting, and $10,000 was paid to Mr. Gigliotti; and a $10,000 bonus was paid to Mr. Gigliotti, as compensation for services provided to the Company by Mr. Gigliotti. $5,000 was paid to Mr. Gigliotti as a directors' fee.
(4) Cindy Cai was appointed as Chief Financial Officer on August 18, 2010.
(5) These fees were paid to Sea Star Consulting Inc., a company controlled by Ms. Cai, for accounting services provided to the Company.
(6) $36,000 was paid to Sea Star Consulting, and $10,000 was paid to Ms. Cai, for accounting services provided to the Company.
(7) Negar Adam was appointed a director of the Company on December 7, 2022.
(8) $1,250 was paid to All Seasons Consulting Inc., a company controlled by Ms. Adam, as compensation for services provided to the Company by Ms. Adam. $2,500 was paid to Ms. Adam as a directors' fee.
(9) These fees were paid to Ms. Adam as a directors' fee.
(10) Dennis Aalderink was appointed a director of the Company on February 19, 2016.
(11) $58,650 was paid to Wellington Star Consulting Ltd., a company controlled by Mr. Aalderink, and a $7,500 bonus was paid to Mr. Aalderink, as compensation for services provided to the Company by Mr. Aalderink. $2,500 was paid to Mr. Aalderink as a directors' fee.
(12) $54,000 was paid to Wellington Star Consulting, and a $7,500 bonus was paid to Mr. Aalderink, as compensation for services provided to the Company by Mr. Aalderink. $2,500 was paid to Mr. Aalderink as a directors' fee.
(13) Johannes Holzapfel was appointed a director of Sienna Resources Sweden AB ("Sienna Sweden"), a wholly own subsidiary of the Company, on February 12, 2018. Mr. Holzapfel resigned as a director of Sienna Sweden on August 21, 2024.
(14) Nil was paid to Mr. Holzapfel in 2024 or 2023.
(15) Sten Michael Nordfors was appointed a director of Sienna Sweden on August 2, 2018.
(16) Nil was paid to Mr. Nordfors in 2024 or 2023.
(17) Dr. Scott Jobin-Bevans was appointed a director of the Company on October 28, 2021.
(18) These fees were paid to Caracle Creek International Consulting Inc., a private company of which Dr. Jobin-Bevans is President/CEO and a director of, as a director's fee for Dr. Jobin-Bevans.

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Stock Options and Other Compensation Securities

The following table sets out all compensation securities granted or issued to each director and NEO by the Company or any subsidiary thereof in the year ended December 31, 2024 for services provided, or to be provided, directly or indirectly, to the Company or any subsidiary thereof:

Name and Position	Type of Compensation Security	Number of Compensation Securities, Number of Underlying Securities and Percentage of Class	Date of Issue or Grant	Issue, Conversion or Exercise Price ($)	Closing Price of Security or Underlying Security on Date of Grant ($)	Closing Price of Security or Underlying Security at Year End ($)	Expiry Date
Jason Gigliotti (1)
President, CEO and Director	RSUs
Stock Options	5,470,000 / 2.97%
3,000,000 / 1.63%	June 20, 2024	N/A
$0.05	0.04	0.03	N/A
June 20, 2025
Cindy Cai (2)
CFO	RSUs
Stock Options	3,090,000 / 1.68%
850,000 / *	June 20, 2024	N/A
$0.05	0.04	0.03	N/A
June 20, 2025
Negar Adam (3)
Director	RSUs
Stock Options	500,000 / *
1,500,000 / *	June 20, 2024	N/A
$0.05	0.04	0.03	N/A
June 20, 2025
Dennis Aalderink (4)
Director	RSUs
Stock Options	500,000 / *
1,500,000 / *	June 20, 2024	N/A
$0.05	0.04	0.03	N/A
June 20, 2025
Scott Jobin-Bevans (5)
Director	Stock Options	1,500,000 / *	June 20, 2024	0.05	0.04	0.03	June 20, 2025

• Represents less than 1% of the issued and outstanding common shares at the day of grant.
  (1) As of December 31, 2024, Jason Gigliotti held 5,470,000 RSUs which will vest on June 20, 2025 and held 3,000,000 stock options exercisable at $0.05 per share until expiry on June 20, 2025.
  (2) As of December 31, 2024, Cindy Cai held 3,090,000 RSUs which will vest on June 20, 2025 and held 850,000 stock options exercisable at $0.05 per share until expiry on June 20, 2025.
  (3) As of December 31, 2024, Negar Adam held 500,000 RSUs which will vest on June 20, 2025 and held 1,500,000 stock options exercisable at $0.05 per share until expiry on June 20, 2025.
  (4) As of December 31, 2024, Dennis Aalderink held 500,000 RSUs which will vest on June 20, 2025 and held 1,500,000 stock options exercisable at $0.05 per share until expiry on June 20, 2025.
  (5) As of December 31, 2024, Dr. Scott Jobin-Bevans held 1,500,000 stock options exercisable at $0.05 per share until expiry on June 20, 2025.

Exercise of Compensation Securities by Directors and NEOs

There were no stock options exercised by a director or NEO during the year ended December 31, 2024.

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Incentive Plan Awards – Value Vested or Earned During the Year

The following table sets forth the value of share-based and option-based awards vested or earned by a director or NEO of the Company or any subsidiary during the year ended December 31, 2024:

| Name and Position | Option-Based Awards – Value Vested During The Year^{(1)}
($) | Share-Based Awards – Value Vested During The Year^{(2)}
($) | Non-Equity Incentive Plan Compensation Value Earned During The Year
($) |
| --- | --- | --- | --- |
| Jason Gigliotti
President, CEO and Director | Nil | 225,000 | Nil |
| Cindy Cai
CFO | Nil | 135,000 | Nil |
| Negar Adam
Director | Nil | 22,500 | Nil |
| Dennis Aalderink
Director | Nil | 45,000 | Nil |

(1) The aggregate dollar value that would have been realized if the stock options had been exercised on the vesting date is calculated by determining the difference between the market price of the common shares at exercise and the exercise price of the stock options on the vesting date.

(2) The aggregate dollar value realized upon vesting of an RSU is equal to the market price of the common shares on the vesting date.

Stock Option Plans and Other Incentive Plans

The Company implemented an omnibus incentive plan (the “2022 Plan”) effective on December 7, 2022. The Shareholders re-approved the 2022 Plan at the Company’s annual general meeting held on December 18, 2024.

The purpose of the 2022 Plan is to promote the long-term success of the Company and the creation of shareholder value by: (i) encouraging the attraction and retention of Eligible Persons (as defined in the 2022 Plan); (ii) encouraging such Eligible Persons to focus on critical long-term objectives; and (iii) promoting greater alignment of the interests of such Eligible Persons with the interests of the Company.

The 2022 Plan provides flexibility to the Company to grant equity-based incentive awards in the form of stock options, restricted share units (“RSUs”), performance share units (“PSUs”) and deferred share units (“DSUs” and, collectively with the RSUs and PSUs, the “Performance-Based Awards”) to Eligible Persons.

The 2022 Plan is a rolling plan for stock options and a fixed plan for Performance-Based Awards such that the aggregate number of Shares that: (i) may be issued upon the exercise or settlement of stock options granted under the 2022 Plan (and all of the Company’s other Security-Based Compensation Arrangements), shall not exceed 10% of the Company’s issued and outstanding Shares from time to time, and (ii) may be issued in respect of Performance-Based Awards granted under the 2022 Plan (and all of the Company’s other Security-Based Compensation Arrangements) shall not exceed 12,511,332 [10% of the Company’s issued and outstanding Shares as of the date of approval of the 2022 Plan by the Board]. The 2022 Plan is considered an “evergreen” plan, since Shares that were the subject of any stock options or Performance-Based Awards made under the 2022 Plan that have been settled in cash, or have been cancelled, terminated, surrendered, forfeited or have expired without being exercised, and pursuant to which no securities have been issued, may continue to be issuable under the 2022 Plan. As at the date hereof, there are 15,000,000 stock options and 10,760,000 RSUs outstanding under the 2022 Plan.

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The 2022 Plan is subject to yearly approval by the Company’s shareholders. A copy of the 2022 Plan is available under the Company’s profile on SEDAR+ at www.sedarplus.ca.

Employment, Consulting and Management Agreements

As of the day hereof, the Company does not have any contract, agreement, plan or arrangement that provides for payments to the NEOs or directors at, following, or in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement, a change in control of the Company or a change in a director or NEO’s responsibilities.

For the purposes of this section “Change of Control” means change in control of the Company which includes the acquisition by a person of 50% or more of the voting securities of the Company, the removal of 50% or more of the incumbent members of the Board, or a transaction the result of which is that the current voting Shareholders of the Company own less than 50% of the voting shares of the resulting or successor corporation, or the sale of all or substantially all of the Company’s assets.

Oversight and Description of Director and NEO Compensation

The Company’s compensation program is intended to attract, motivate, reward and retain the management talent needed to achieve the Company’s business objectives of improving overall corporate performance and creating long-term value for the Company’s shareholders. The compensation program is intended to reward executive officers on the basis of individual performance and achievement of corporate objectives, including the advancement of the exploration and development goals of the Company. The Company’s current compensation program is comprised of base salary or fees, short term incentives such as discretionary bonuses and long term incentives such as stock options, RSUs, DSUs and PSUs.

The Board has not created or appointed a compensation committee given the Company’s current size and stage of development. All tasks related to developing and monitoring the Company’s approach to the compensation of the Company’s NEOs and directors are performed by the members of the Board. The compensation of the NEOs, directors and the Company’s employees or consultants, if any, is reviewed, recommended and approved by the Board without reference to any specific formula or criteria. NEOs that are also directors of the Company are involved in discussion relating to compensation, and disclose their interest in and abstain from voting on compensation decisions relating to them, as applicable, in accordance with the applicable corporate legislation.

In making compensation decisions, the Board strives to find a balance between short-term and long-term compensation and cash versus equity incentive compensation. Base salaries or fees and discretionary cash bonuses primarily reward recent performance and incentive stock options, RSUs, DSUs and PSUs encourage NEOs and directors to continue to deliver results over a longer period of time and serve as a retention tool. The annual salary or fee for each NEO, as applicable, is determined by the Board based on the level of responsibility and experience of the individual, the relative importance of the position to the Company, the professional qualifications of the individual and the performance of the individual over time. The NEOs’ performances and salaries or fees are to be reviewed periodically. Increases in salary or fees are to be evaluated on an individual basis and are performance and market-based. The amount and award of cash bonuses to key executives and senior management is discretionary, depending on, among other factors, the financial performance of the Company and the position of a participant.

Pension Plan Benefits

The Company does not have any pension, defined benefit, defined contribution or deferred compensation plans in place.